PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY PRIOR TO
REGISTERING AS A PUBLISHER, BUYER, OR USER OF REVCONTENT. YOUR AGREEMENT TO
THESE TERMS CREATES A LEGAL BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU
AND REVCONTENT, LLC. IF YOU REGISTER FOR THE REVCONTENT PROGRAM OR
PARTICIPATE IN THE REVCONTENT PROGRAM YOU ARE AFFIRMATIVELY STATING AND
AGREEING THAT YOU AGREE WITH THESE TERMS AND CONDITIONS AND FULLY ACCEPT
THE COVENANTS, REPRESENTATIONS, WARRANTIES, AND TERMS CONTAINED
HEREIN.

This Agreement (the "Agreement") is entered into by and between You and
Revcontent, LLC ("Revcontent"). This Agreement shall govern the Revcontent
Network, the Revcontent Self-Serve Content Recommendation Program (the
"Program") and Your use, agreement, and relationship with Revcontent, and
the Program. The Agreement consists of these Revcontent Standard Terms and
Conditions (the "Terms" or "Agreement"), and the Revcontent Compliance
Policies and Guidelines which can be found at http://faq.Revcontent.com. "Customer", "You",
"Your", and/or "Buyer" shall be defined as any person or entity identified
in the registration and application process (or listed at the time of
enrollment), as submitted by the same person, entity, affiliated persons,
and/or any agency, representative, or network acting on behalf of such
person or entity, such being bound by this Agreement.

1. PROGRAM.

Subject to this Agreement, the Terms, and any and all rules,
regulations, policies, or procedures that are developed, modified, or
enacted by Revcontent from time to time, Revcontent hereby grants you the
limited and revocable right of use, access, and participation in the
Program. The Program gives users the ability to participate as Buyers to
purchase media inventory made available by Publishers on Publisher Media.
As used herein, "Publisher" means any third party that makes media
inventory available for purchase by Buyers for the placement of Content
Recommendations via the Program. "Publisher Media" means websites,
applications, mobile websites, mobile applications and other media through
or on which Content Recommendations may be delivered that is owned or
operated by the Publisher or on which the Publisher has the right to place
Content Recommendations. Participation in the Program as a Buyer is at your
own risk.

2. PURCHASING MEDIA INVENTORY.

Upon accessing the Program, You affirmatively represent and warrant that
You are at least 18 years of age and hereby agree to be bound by this
Agreement and the policies and procedures of Revcontent. Buyer is solely
responsible for all: (a) targeting options and keywords (collectively
"Targets") and all text, content, information, images, and URLs
("Creative"), whether generated by or for Buyer; and (b) web
sites, services and landing pages which Creative links or directs viewers
to, and advertised services and products (collectively
"Services"). Buyer shall protect any password(s) and take full
responsibility for Buyer's own, and third party, use of any Buyer accounts.
You understand and agree that Content Recommendations may be placed on any
Publisher Media unless You opt out of such Publisher Media placement in the
manner made available by the Program. You otherwise authorize and consent
to all such placements. Revcontent may modify any of its Programs at any
time without liability. Revcontent also may modify this Agreement at any
time without liability, and Buyer's use of the Program after notice
that these Terms or the Agreement has changed constitutes Buyer's
acceptance of the new Terms. Revcontent or its Partners may reject or
remove any Content Recommendation for any or no reason.

3. CONDUCT AND COMPLIANCE.

Revcontent makes available to Buyers various policies and guidelines
designed to combat consumer deception. Buyer hereby represents and warrants
that it: (a) has reviewed Revcontent's policies and guidelines that are
applicable to its Content Recommendations, which are made available here:
http://faq.Revcontent.com and this Agreement which is
available here: http://faq.Revcontent.com/customer/en/portal/articles/2703847-revcontent-advertiser-agreement
("Policy Web Pages"); (b) will regularly check the Policy Web Pages
for updates; and (c) shall comply with any and all such policies and
guidelines applicable to its Content Recommendations, as well as updates to
same. Furthermore, you shall not, nor shall You authorize any party to: (a)
use any automated means or form of scraping or data extraction to access,
query or otherwise collect Revcontent advertising related information from
the Program, or any Publisher Media except as expressly permitted by
Revcontent; (b) advertise anything illegal or engage in any illegal or
fraudulent business practice; (c) directly or indirectly deliver any
viruses, worms, time bombs, Trojan horses or other harmful or malicious
code, files, scripts or agents into or through the Program; (d) alter the
code, link, script, programming, pixel, and/or data provided to You by
Revcontent; (e) interfere with or disrupt the Program or servers or
networks connected to the Program, or disobey any requirements, procedures,
policies or regulations associated with the Program; or (f) forge or
otherwise manipulate identifiers in order to disguise the origin of any
information transmitted through the Program.

4. PAYMENT.

Payment. Buyer shall be responsible for all charges up to the
amount as set forth in the Revcontent online account, and shall pay all
charges in U.S. Dollars or in such other currency as agreed to in writing
by the parties. Unless agreed to by the parties in writing, Buyer shall pay
all charges in accordance with the payment terms as set forth in the
Program. Late payments bear interest at the rate of 1.5% per month (or the
highest rate permitted by law, if less). Charges are exclusive of taxes
including VAT, which shall be charged in addition where applicable.
Revcontent is a USA entity, is exempt from VAT and Revcontent services are
therefore subject to the reverse charge under EC Directive 2006/112. Buyer
is responsible for paying all taxes, government charges, and reasonable
expenses and attorneys fees Revcontent incurs collecting late amounts. To
the fullest extent permitted by law, Buyer waives all claims relating to
charges (including without limitation any claims for charges based on
suspected invalid clicks) unless claimed within 7 days after the charge.
Charges are solely based on Revcontent's measurements for the
applicable Program, unless otherwise agreed to in writing. Any funds still
left on deposit over one year after Buyer has terminated activity on the
Revcontent network shall be forfeited to Revcontent. To the fullest extent
permitted by law, refunds (if any) are at the sole and absolute discretion
of Revcontent and only in the form of advertising credit for use on the
Revcontent Network. Buyer acknowledges and agrees that any credit card and
related billing and payment information that Buyer provides to Revcontent
may be shared by Revcontent with companies who work on Revcontent's
behalf, such as payment processors and/or credit agencies, solely for the
purposes of checking credit, effecting payment to Revcontent and servicing
Buyer's account. Revcontent may also provide information in response to
valid legal process, such as subpoenas, search warrants and court orders,
or to establish or exercise its legal rights or defend against legal
claims. Revcontent shall not be liable for any use or disclosure of such
information by such third parties.

Credit. Nothing in these Terms or this Agreement shall obligate
Revcontent to extend credit to You or any other party. In the event that
Revcontent decides, in its sole and absolute discretion, to extend Credit
to You, You expressly acknowledge and confirm that You will be deemed a
"Revcontent Credit Buyer" until the credit relationship is terminated and
You pay any and all amounts due and outstanding to Revcontent in full.
Revcontent Credit Buyer payments must be received on monthly net 30 terms,
unless otherwise agreed to in writing. You further acknowledge and agree
that in the event that you also act as a Revcontent Publisher, Revcontent
will not remit the Publisher payment unless and until it receives the
Revcontent Credit Buyer Payment. Revcontent shall remit such Publisher
payments within five (5) business days of its receipt of the Revcontent
Credit Buyer payment. You agree that Revcontent may require a financial
accounting and inspection of Your books and records including, but not
limited to, access to Your computer databases, in order to verify and
corroborate financial information regarding the relationship established
hereunder. You hereby authorize Revcontent to obtain credit reports
regarding Your business and to require You to provide it with reasonable
information regarding Your financial position.

5. TERMINATION.

Revcontent reserves the right, in its sole and absolute discretion, to
terminate this Agreement and/or Your access to the Program at any time for
any reason, without notice to You. Upon termination, the representations,
warranties and obligations of Buyer contained within the Agreement shall
survive and remain in full force and effect after termination of the
Agreement. All payment obligations accruing prior to the date of
termination shall survive until fully fulfilled. After receipt of Your
written notice of cancellation, Revcontent will cease serving your Content
Recommendations within a reasonable time period thereafter, not to exceed
six (6) business days. The cancellation may be subject to Program policies
or the ability of Revcontent to re-schedule reserved inventory or Content
Recommendations already being served. Cancelled Content Recommendations may
be served despite cancellation if cancellation of occurs after any
applicable commitment date as set forth in advance by Revcontent, its
affiliates, Partners, and/or Publishers, in which case Buyer must pay for
the service of those Content Recommendations.

6. PROMOTIONAL USE.

Revcontent may, from time to time, use Your name and logo in
presentations, marketing materials, Buyer lists, financial reports, Web
site listings of Buyers, and search results. You may request in writing to
use Revcontent's trade names, trademarks, service marks, logos, domain
names, and other distinctive brand features, but at no time shall You use
such trade names, marks, and/or identifying information without the prior
express written consent of Revcontent.

7. AGENCY.

Buyer represents and warrants that (a) it is authorized to act on behalf
of and has bound to this Agreement any third party for which Buyer
advertises (a "Principal"), (b) as between Principal and
Buyer, the Principal owns any rights to Program information in connection
with Content Recommendations, and (c) Buyer shall not disclose
Principal's Program information to any other party without
Principal's consent.

8. REPRESENTATIONS AND WARRANTIES.

You represent and warrant that (a) all of the information provided by
You to Revcontent to enroll in the Program is true, accurate, correct, and
current; (b) You are the owner of each Content Recommendation, Creative,
and/or content or that You are legally authorized to act on behalf of the
owner of such for the purposes of this Agreement and the Program; (c) You
have all necessary right, power, and authority to enter into this Agreement
and to perform the acts required of You hereunder; and (d) You have
complied and will continue to comply with all applicable laws, statutes,
ordinances, and regulations in Your performance of any acts hereunder. You
further represent and warrant that each Content Recommendation, Creative,
content, and any material displayed therein: (i) complies with all
applicable laws, statutes, ordinances, and regulations; (ii) does not
breach and has not breached any duty toward or rights of any person or
entity including, without limitation, rights of intellectual property,
publicity or privacy, or rights or duties under consumer protection,
product liability, tort, or contract theories; and (iii) are not
pornographic, hate-related or otherwise violent in content. Buyer
represents and warrants that it holds and hereby grants Revcontent and its
affiliates, Partners, and Publishers all rights (including without
limitation any copyright, trademark, patent, publicity or other rights) in
the Content Recommendations, Creative, Content, Services and Targets needed
for Revcontent and its affiliates, Partners, and Publishers to operate the
Program (including without limitation any rights needed to host, cache,
route, transmit, store, copy, modify, distribute, perform, display,
reformat, excerpt, analyze, and create algorithms from and derivative works
of Content Recommendations, Creative, Content, or Targets) in connection
with this Agreement ("Use"). Buyer represents and warrants
that any Use hereunder and Buyer's Content Recommendations, Content,
Creative, Targets, and Buyer's Services will not violate or encourage
violation of any applicable laws, regulations, code of conduct, or third
party rights (including without limitation intellectual property rights).
Violation of the foregoing may result in immediate termination of this
Agreement and/or Buyer's account without notice and may subject Buyer
to legal penalties and consequences.

9. INDEMNIFICATION.

Buyer agrees to defend, indemnify and hold harmless Revcontent and its
Affiliates and their respective directors, officers, employees and agents
from and against any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees, even if incident to any appeals)
(collectively "Losses") incurred as a result of any claim,
judgment or proceeding relating to or arising out of: (a) Buyer's breach of
the Agreement; (b) the content of the Content Recommendations and any and
all claims made therein; or (c) the products, services or content linked to
from the Content Recommendations. Revcontent agrees to defend, indemnify
and hold harmless Buyer from and against any and all Losses incurred as a
result of a claim, judgment or proceeding relating to or arising out of
Revcontent's breach of the Agreement.

If any action is brought against either party (the "Indemnified
Party") in respect to any allegation for which indemnity may be sought
from the other party ("Indemnifying Party"), the Indemnified
Party will promptly notify the Indemnifying Party of any such claim of
which it becomes aware, except that failure to provide such notice shall
not excuse the Indemnifying Party's indemnification obligations under this
Section 9 unless such failure materially prejudices the Indemnifying Party.
The Indemnified Party shall permit the Indemnifying Party to assume control
over the defense of such claim, with counsel chosen by the Indemnifying
Party that is reasonably acceptable to the Indemnified Party, provided
however, that the Indemnified Party shall control the defense of any such
claim that, in the reasonable opinion of such Indemnified Party, could have
a material and adverse effect on the business, operations, assets or
prospects of such Indemnified Party, and the reasonable costs and expenses
thereof shall be included as part of the indemnification obligations of the
Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to
any judgment or enter into any settlement that adversely affects the
Indemnified Party's rights or interests without the prior written consent
of the Indemnified Party.

10. REVCONTENT AND BUYER'S RIGHTS.

Revcontent owns all right, title and interest, including without
limitation all Intellectual Property Rights (as defined below), in and to
the Program (including Revcontent's ad serving technology, search
technology, referral technology, marketing technology, marketing
strategies, code, programming, strategies, and features, including implied
licenses, and excluding items licensed by Revcontent from third parties and
excluding any third party media player that may comprise the Program or its
Services), and that You will not acquire any right, title, or interest in
or to the Program except as expressly set forth in this Agreement. You will
not modify, adapt, translate, prepare derivative works from, decompile,
reverse engineer, disassemble or otherwise attempt to derive source code
from the Program, or create or attempt to create a substitute or similar
service or product through use of or access to the Program or proprietary
information related thereto. You will not remove, obscure, or alter
Revcontent's copyright notice, features, trademarks, symbols, or other
proprietary rights notices affixed to or contained within any Revcontent
services, software, or documentation (including without limitation the
display of any Revcontent or third party Content Recommendations).
"Intellectual Property Rights" means any and all rights existing
from time to time under patent law, copyright law, trademark law,
international treaty, semiconductor chip protection law, moral rights law,
trade secret law, trademark law, unfair competition law, publicity rights
law, privacy rights law, and any and all other proprietary rights, as well
as, any and all applications, renewals, extensions, restorations and
reinstatements thereof, now or hereafter in force and effect
worldwide.

In the event it is necessary to integrate Buyer's API, Buyer grants to
Revcontent a non-exclusive, non-transferable, revocable right and license,
without the right to sublicense, to use the API for the sole purpose of the
API Integration. Revcontent will not transfer or disclose, in whole or in
part, access to any API, or any proprietary specifications, to any third
party. The API provided to Revcontent under this Agreement is owned by
Buyer, and/or its third party suppliers and licensors. This license confers
no title or ownership in such materials and is not a sale of any rights to
such materials. Buyer reserves all intellectual property rights with
respect to the API not expressly granted to IP hereunder.

11. INFORMATION AND DATA.

Notwithstanding anything to the contrary contained in this Agreement,
Revcontent shall have the right to use and disclose data transmitted
through or otherwise derived from Your use of the Program at its discretion
: (i) to perform its obligations under this Agreement, (ii) to operate the
Program, including providing reporting to Publishers, (iii) to disclose
campaign statistics and performance reporting about purchases made through
the Program, (iv) for analytical and modeling purposes, (v) as required by
court order, law or governmental or regulatory agency, (vi) for
forecasting, internal business operations and to improve its product
offerings, or (vii) as otherwise permitted by You. In addition, You grant
Revcontent the right to access, index and cache all data, Content
Recommendations, Creative, information, or any portion thereof, including
by automated means including Web spiders or crawlers.

Buyer understands that the Program collects aggregated and
non-personally identifiable data relating to users use of the Program,
including, but not limited to, non-personally identifiable information
provided by users in response to Content Recommendations ("Derivative
Data"). Derivative Data, including all modifications thereto, is and
shall be the sole and exclusive property of Revcontent. Subject to
compliance with the terms of this Agreement, Revcontent hereby grants to
Buyer the right to access Derivative Data solely for the purposes
contemplated by this Agreement, specifically the purchase of Publisher
Media through Revcontent. Revcontent shall have the right to use Derivative
Data to improve the Program; develop new products, Platforms and features;
understand usage; and generally for any purpose related to Revcontent's
business without further obligation to Buyer. Revcontent may transfer or
assign any of its rights in the Derivative Data to any third party.

12. DISCLAIMER AND LIMITATION OF LIABILITY.

IN NO EVENT SHALL REVCONTENT BE LIABLE TO YOU OR ANY THIRD PARTY
(INCLUDING, WITHOUT LIMITATION, ANY PERSONS OBTAINED THROUGH YOUR MARKETING
EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE
REVCONTENT NETWORK, THE PROGRAM, THE ADS, BUYERS' UNDERLYING PRODUCTS
AND/OR SERVICES OR YOUR DISPLAY OF ANY AD, CONTENT, OR CREATIVE ON OR
THROUGH A PUBLISHER, PARTNERS, OR AFFILIATE WEBSITE(S) AND/OR PROPERTY(IES)
INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE
AND/OR CONSEQUENTIAL DAMAGES, EVEN IF REVCONTENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. REVCONTENT'S MAXIMUM AGGREGATE LIABILITY TO
BUYER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE
HUNDRED DOLLARS ($300). BUYER AND REVCONTENT SPECIFICALLY STATE AND AGREE
THAT THE FOREGOING DAMAGES LIMITATION IS REASONABLE AND ENFORCEABLE.
REGARDLESS OF ANY LAW TO THE CONTRARY, BUYER SHALL HAVE NO RIGHT OF ACTION,
AND WAIVES ITS RIGHT TO BRING A SUIT, CLAIM, OR PROCEEDING AGAINST
REVCONTENT MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM
AROSE. BUYER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS
FAIR AND REASONABLE. THE REVCONTENT NETWORK, CODE, SCRIPT, PROGRAM,
AFFILIATE PARTNER AND PUBLISHER SITES, AD SERVING, AND THE SERVICES OF THE
PROGRAM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING,
WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR
PURPOSE). THE REVCONTENT NETWORK, THE PROGRAM, CODE, SCRIPT, AND/OR
PUBLISHER'S PARTNER'S AND AFFILIATES UNDERLYING SITES AND SERVICES MAY
CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. REVCONTENT HAS NO
LIABILITY, WHATSOEVER, TO BUYER, PRINCIPAL, OR ANY THIRD PARTY, FOR BUYER'S
USE OF, OR INABILITY TO USE, THE REVCONTENT NETWORK, THE PROGRAM, AND/OR
THE SERVICE AND DELIVERY OF THE ADS, AND/OR PUBLISHER'S PARTNER'S AND
AFFILIATES UNDERLYING SITES OR SERVICES AND REVCONTENT DISCLAIMS ANY AND
ALL WARRANTIES, EXPRESS AND IMPLIED, THAT BUYER'S USE OF SAME WILL BE
UNINTERRUPTED OR ERROR-FREE OR THAT THE PROGRAM OR ANY OF THE SERVICES WILL
BE AVAILABLE TO BUYER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A
FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN REVCONTENT AND
BUYER. THE REVCONTENT NETWORK, THE PROGRAM, THE SERVICE AND DELIVERY OF
ADS, AND/OR PUBLISHER'S PARTNER'S AND/OR AFFILIATES UNDERLYING SITES AND
SERVICES WOULD NOT BE PROVIDED TO BUYER WITHOUT SUCH LIMITATIONS.
REVCONTENT MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS
OBTAINABLE THROUGH THE REVCONTENT NETWORK, THE PROGRAM, AND/OR THE SERVICE
AND DELIVERY OF THE ADS, AND/OR PUBLISHER'S PARTNER'S AND AFFILIATES
UNDERLYING SITES OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY BUYER FROM REVCONTENT AND/OR ANY PUBLISHER, PARTNER,
AND/OR AFFILIATE BY AND THROUGH THE REVCONTENT NETWORK, AND/OR THE PROGRAM
SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY
STATED IN THE AGREEMENT.

13. ASSIGNMENT.

Revcontent may assign the Agreement, or any portion thereof, at its sole
discretion. You may not assign, transfer or delegate any of Your rights
under the Agreement without the prior written consent of Revcontent, which
may be withheld for any reason, and any attempts to do so shall be null and
void. Further, any such attempts may result in Revcontent, at its sole
discretion, immediately terminating the Agreement and/or Your participation
in any Program, without any liability to Revcontent. The Agreement will be
binding on, inure to the benefit of and be enforceable against, the
Parties' successors and assigns.

14. SEVERABILITY WAIVER.

If any provision of the Agreement is held to be invalid, illegal or
unenforceable for any reason, such invalidity, illegality or
unenforceability shall not affect any other provisions of the Agreement,
and the Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein. No waiver of any
breach of any provision of the Agreement shall constitute a waiver of any
prior, concurrent or subsequent breach of the same or any other provisions
hereof, and no waiver shall be effective unless made in writing and signed
by an authorized representative of the waiving Party.

15. MODIFICATION.

The Agreement represents the complete and entire expression of the
agreement between the Parties, and shall supersede any and all other
agreements, whether written or oral, between the Parties. Other than as set
forth herein, the Agreement may be amended only by a written agreement
executed by an authorized representative of each Party. To the extent that
anything in or associated with the Revcontent Network, the Program, or the
terms are in conflict or inconsistent with the Agreement, the Agreement
shall take precedence.

16. CONFIDENTIALITY.

"Confidential Information" means any information disclosed to
You by Revcontent, either directly or indirectly, in writing, orally or by
inspection of tangible objects, other than information that You can
establish: (a) was publicly known and made generally available in the
public domain prior to the time of disclosure to You by Revcontent; (b)
becomes publicly known and made generally available after disclosure to You
by Revcontent other than through Your action or inaction; and/or (c) is in
Your possession, without confidentiality restrictions, at the time of
disclosure by Revcontent as shown by Your files and records prior to the
time of disclosure. Revcontent's Program rates are considered "Confidential
Information." You shall not at any time: (i) disclose, sell, license,
transfer or otherwise make available to any person or entity any
Confidential Information; (ii) use any Confidential information; and/or
(iii) reproduce or otherwise copy any Confidential Information, except as
necessary in connection with the purpose for which such Confidential
Information is disclosed to You or as required by applicable law. You agree
to take all reasonable measures to protect the secrecy of and avoid
disclosure and unauthorized use of the Confidential Information. All
Confidential Information shall at all times remain Revcontent's
personal property and all documents, electronic media and other tangible
items containing or relating to any Confidential Information shall be
delivered to Revcontent immediately upon Revcontent's request.

17. FORCE MAJEURE.

Revcontent shall not be liable to Buyer by reason of failure or delay in
the performance of its obligations hereunder on account of
telecommunications, Internet or network failure or interruption, results of
computer hacking, Acts of God, fires, storms, war, governmental action,
labor conditions, earthquakes, natural disasters or any other cause which
is beyond the reasonable control of such Revcontent.

18. MISCELLANEOUS.

You may not use any device, software or routine to interfere or attempt
to interfere with the proper working of the delivery system, Revcontent
Network, and/or the Program. You may not take any action that imposes an
unreasonable or disproportionately large load on the Revcontent
infrastructure. You agree that any unauthorized and/or unlawful use of the
Revcontent Network, the Program, Service, and/or Code will result in
irreparable injury to Revcontent for which monetary damages would be
inadequate. In such event, Revcontent shall have the right, in addition to
any and all other remedies granted or available to it under this Agreement
and/or by operation of law, to immediate injunctive relief against You
without the requirement to post a bond. THE AGREEMENT MUST BE CONSTRUED AS
IF BOTH PARTIES JOINTLY WROTE IT.

19. RELATIONSHIP.

Each Party is an independent contractor and not a partner, joint
venturer or employee of the other. Neither Party shall have the right to
bind the other or to incur any obligation on the other's behalf.

20. NOTICES.

All notices shall be sent to the address submitted by You when You sign
up for the Service and, if to Revcontent, to the address listed in the
Contact section of the Revcontent Network.

21. BINDING ARBITRATION.

Any controversy or claim arising out of or relating to this Agreement or
the relationship resulting in or from this Agreement shall be settled
through binding arbitration in accordance with the Expedited Commercial
Arbitration Rules of The American Arbitration Association, 140 West 51st
Street, New York, New York 10020-1203. Any award rendered by the
arbitrator(s) shall be entered as a judgment or order and may be confirmed
or enforced by either party in any state or federal court having competent
jurisdiction thereof. If either party brings or appeals any judicial action
to vacate or modify any award rendered pursuant to arbitration or opposes
the confirmation of such award and the party bringing or appealing such
action or opposing confirmation of such award does not prevail, such party
will pay all of the costs and expenses (including without limitation, court
costs, arbitrators' fees and expenses and reasonable attorneys' fees)
incurred by the other party in defending such action. Additionally, if
either party brings any action for judicial relief in the first instance
without first pursuing arbitration prior thereto, the party bringing such
action for judicial relief will be liable for and will immediately pay to
the other party all of the others party's costs and expenses (including
without limitation, court costs and attorneys' fees) to stay or dismiss
such judicial action and/or remove it to arbitration. The failure of either
party to exercise any rights granted hereunder will not operate as a waiver
of those rights. The arbitrators will not be empowered to award punitive
damages. The consent of the parties to arbitrate their disputes shall
survive termination of this Agreement. If this Agreement is found to not be
subject to arbitration, each party herein consents, agrees, and
affirmatively waives any right to a jury trial in any proceeding. The
parties consent and agree that jurisdiction and venue shall be in within
the Middle District of Florida, Sarasota County Florida.

Please read the Terms of Agreement. By checking this box, I affirm that I have read, understand and agree to the Terms of the Agreement

3

REVCONTENT STANDARD BUYER AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY PRIOR TO
REGISTERING AS A PUBLISHER, BUYER, OR USER OF REVCONTENT. YOUR AGREEMENT TO
THESE TERMS CREATES A LEGAL BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU
AND REVCONTENT, LLC. IF YOU REGISTER FOR THE REVCONTENT PROGRAM OR
PARTICIPATE IN THE REVCONTENT PROGRAM YOU ARE AFFIRMATIVELY STATING AND
AGREEING THAT YOU AGREE WITH THESE TERMS AND CONDITIONS AND FULLY ACCEPT
THE COVENANTS, REPRESENTATIONS, WARRANTIES, AND TERMS CONTAINED
HEREIN.

This Agreement (the "Agreement") is entered into by and between You and
Revcontent, LLC ("Revcontent"). This Agreement shall govern the Revcontent
Network, the Revcontent Self-Serve Content Recommendation Program (the
"Program") and Your use, agreement, and relationship with Revcontent, and
the Program. The Agreement consists of these Revcontent Standard Terms and
Conditions (the "Terms" or "Agreement"), and the Revcontent Compliance
Policies and Guidelines which can be found at http://faq.Revcontent.com. "Customer", "You",
"Your", and/or "Buyer" shall be defined as any person or entity identified
in the registration and application process (or listed at the time of
enrollment), as submitted by the same person, entity, affiliated persons,
and/or any agency, representative, or network acting on behalf of such
person or entity, such being bound by this Agreement.

1. PROGRAM.

Subject to this Agreement, the Terms, and any and all rules,
regulations, policies, or procedures that are developed, modified, or
enacted by Revcontent from time to time, Revcontent hereby grants you the
limited and revocable right of use, access, and participation in the
Program. The Program gives users the ability to participate as Buyers to
purchase media inventory made available by Publishers on Publisher Media.
As used herein, "Publisher" means any third party that makes media
inventory available for purchase by Buyers for the placement of Content
Recommendations via the Program. "Publisher Media" means websites,
applications, mobile websites, mobile applications and other media through
or on which Content Recommendations may be delivered that is owned or
operated by the Publisher or on which the Publisher has the right to place
Content Recommendations. Participation in the Program as a Buyer is at your
own risk.

2. PURCHASING MEDIA INVENTORY.

Upon accessing the Program, You affirmatively represent and warrant that
You are at least 18 years of age and hereby agree to be bound by this
Agreement and the policies and procedures of Revcontent. Buyer is solely
responsible for all: (a) targeting options and keywords (collectively
"Targets") and all text, content, information, images, and URLs
("Creative"), whether generated by or for Buyer; and (b) web
sites, services and landing pages which Creative links or directs viewers
to, and advertised services and products (collectively
"Services"). Buyer shall protect any password(s) and take full
responsibility for Buyer's own, and third party, use of any Buyer accounts.
You understand and agree that Content Recommendations may be placed on any
Publisher Media unless You opt out of such Publisher Media placement in the
manner made available by the Program. You otherwise authorize and consent
to all such placements. Revcontent may modify any of its Programs at any
time without liability. Revcontent also may modify this Agreement at any
time without liability, and Buyer's use of the Program after notice
that these Terms or the Agreement has changed constitutes Buyer's
acceptance of the new Terms. Revcontent or its Partners may reject or
remove any Content Recommendation for any or no reason.

3. CONDUCT AND COMPLIANCE.

Revcontent makes available to Buyers various policies and guidelines
designed to combat consumer deception. Buyer hereby represents and warrants
that it: (a) has reviewed Revcontent's policies and guidelines that are
applicable to its Content Recommendations, which are made available here:
http://faq.Revcontent.com and this Agreement which is
available here: http://faq.Revcontent.com/customer/en/portal/articles/2703847-revcontent-advertiser-agreement
("Policy Web Pages"); (b) will regularly check the Policy Web Pages
for updates; and (c) shall comply with any and all such policies and
guidelines applicable to its Content Recommendations, as well as updates to
same. Furthermore, you shall not, nor shall You authorize any party to: (a)
use any automated means or form of scraping or data extraction to access,
query or otherwise collect Revcontent advertising related information from
the Program, or any Publisher Media except as expressly permitted by
Revcontent; (b) advertise anything illegal or engage in any illegal or
fraudulent business practice; (c) directly or indirectly deliver any
viruses, worms, time bombs, Trojan horses or other harmful or malicious
code, files, scripts or agents into or through the Program; (d) alter the
code, link, script, programming, pixel, and/or data provided to You by
Revcontent; (e) interfere with or disrupt the Program or servers or
networks connected to the Program, or disobey any requirements, procedures,
policies or regulations associated with the Program; or (f) forge or
otherwise manipulate identifiers in order to disguise the origin of any
information transmitted through the Program.

4. PAYMENT.

Payment. Buyer shall be responsible for all charges up to the
amount as set forth in the Revcontent online account, and shall pay all
charges in U.S. Dollars or in such other currency as agreed to in writing
by the parties. Unless agreed to by the parties in writing, Buyer shall pay
all charges in accordance with the payment terms as set forth in the
Program. Late payments bear interest at the rate of 1.5% per month (or the
highest rate permitted by law, if less). Charges are exclusive of taxes
including VAT, which shall be charged in addition where applicable.
Revcontent is a USA entity, is exempt from VAT and Revcontent services are
therefore subject to the reverse charge under EC Directive 2006/112. Buyer
is responsible for paying all taxes, government charges, and reasonable
expenses and attorneys fees Revcontent incurs collecting late amounts. To
the fullest extent permitted by law, Buyer waives all claims relating to
charges (including without limitation any claims for charges based on
suspected invalid clicks) unless claimed within 7 days after the charge.
Charges are solely based on Revcontent's measurements for the
applicable Program, unless otherwise agreed to in writing. Any funds still
left on deposit over one year after Buyer has terminated activity on the
Revcontent network shall be forfeited to Revcontent. To the fullest extent
permitted by law, refunds (if any) are at the sole and absolute discretion
of Revcontent and only in the form of advertising credit for use on the
Revcontent Network. Buyer acknowledges and agrees that any credit card and
related billing and payment information that Buyer provides to Revcontent
may be shared by Revcontent with companies who work on Revcontent's
behalf, such as payment processors and/or credit agencies, solely for the
purposes of checking credit, effecting payment to Revcontent and servicing
Buyer's account. Revcontent may also provide information in response to
valid legal process, such as subpoenas, search warrants and court orders,
or to establish or exercise its legal rights or defend against legal
claims. Revcontent shall not be liable for any use or disclosure of such
information by such third parties.

Credit. Nothing in these Terms or this Agreement shall obligate
Revcontent to extend credit to You or any other party. In the event that
Revcontent decides, in its sole and absolute discretion, to extend Credit
to You, You expressly acknowledge and confirm that You will be deemed a
"Revcontent Credit Buyer" until the credit relationship is terminated and
You pay any and all amounts due and outstanding to Revcontent in full.
Revcontent Credit Buyer payments must be received on monthly net 30 terms,
unless otherwise agreed to in writing. You further acknowledge and agree
that in the event that you also act as a Revcontent Publisher, Revcontent
will not remit the Publisher payment unless and until it receives the
Revcontent Credit Buyer Payment. Revcontent shall remit such Publisher
payments within five (5) business days of its receipt of the Revcontent
Credit Buyer payment. You agree that Revcontent may require a financial
accounting and inspection of Your books and records including, but not
limited to, access to Your computer databases, in order to verify and
corroborate financial information regarding the relationship established
hereunder. You hereby authorize Revcontent to obtain credit reports
regarding Your business and to require You to provide it with reasonable
information regarding Your financial position.

5. TERMINATION.

Revcontent reserves the right, in its sole and absolute discretion, to
terminate this Agreement and/or Your access to the Program at any time for
any reason, without notice to You. Upon termination, the representations,
warranties and obligations of Buyer contained within the Agreement shall
survive and remain in full force and effect after termination of the
Agreement. All payment obligations accruing prior to the date of
termination shall survive until fully fulfilled. After receipt of Your
written notice of cancellation, Revcontent will cease serving your Content
Recommendations within a reasonable time period thereafter, not to exceed
six (6) business days. The cancellation may be subject to Program policies
or the ability of Revcontent to re-schedule reserved inventory or Content
Recommendations already being served. Cancelled Content Recommendations may
be served despite cancellation if cancellation of occurs after any
applicable commitment date as set forth in advance by Revcontent, its
affiliates, Partners, and/or Publishers, in which case Buyer must pay for
the service of those Content Recommendations.

6. PROMOTIONAL USE.

Revcontent may, from time to time, use Your name and logo in
presentations, marketing materials, Buyer lists, financial reports, Web
site listings of Buyers, and search results. You may request in writing to
use Revcontent's trade names, trademarks, service marks, logos, domain
names, and other distinctive brand features, but at no time shall You use
such trade names, marks, and/or identifying information without the prior
express written consent of Revcontent.

7. AGENCY.

Buyer represents and warrants that (a) it is authorized to act on behalf
of and has bound to this Agreement any third party for which Buyer
advertises (a "Principal"), (b) as between Principal and
Buyer, the Principal owns any rights to Program information in connection
with Content Recommendations, and (c) Buyer shall not disclose
Principal's Program information to any other party without
Principal's consent.

8. REPRESENTATIONS AND WARRANTIES.

You represent and warrant that (a) all of the information provided by
You to Revcontent to enroll in the Program is true, accurate, correct, and
current; (b) You are the owner of each Content Recommendation, Creative,
and/or content or that You are legally authorized to act on behalf of the
owner of such for the purposes of this Agreement and the Program; (c) You
have all necessary right, power, and authority to enter into this Agreement
and to perform the acts required of You hereunder; and (d) You have
complied and will continue to comply with all applicable laws, statutes,
ordinances, and regulations in Your performance of any acts hereunder. You
further represent and warrant that each Content Recommendation, Creative,
content, and any material displayed therein: (i) complies with all
applicable laws, statutes, ordinances, and regulations; (ii) does not
breach and has not breached any duty toward or rights of any person or
entity including, without limitation, rights of intellectual property,
publicity or privacy, or rights or duties under consumer protection,
product liability, tort, or contract theories; and (iii) are not
pornographic, hate-related or otherwise violent in content. Buyer
represents and warrants that it holds and hereby grants Revcontent and its
affiliates, Partners, and Publishers all rights (including without
limitation any copyright, trademark, patent, publicity or other rights) in
the Content Recommendations, Creative, Content, Services and Targets needed
for Revcontent and its affiliates, Partners, and Publishers to operate the
Program (including without limitation any rights needed to host, cache,
route, transmit, store, copy, modify, distribute, perform, display,
reformat, excerpt, analyze, and create algorithms from and derivative works
of Content Recommendations, Creative, Content, or Targets) in connection
with this Agreement ("Use"). Buyer represents and warrants
that any Use hereunder and Buyer's Content Recommendations, Content,
Creative, Targets, and Buyer's Services will not violate or encourage
violation of any applicable laws, regulations, code of conduct, or third
party rights (including without limitation intellectual property rights).
Violation of the foregoing may result in immediate termination of this
Agreement and/or Buyer's account without notice and may subject Buyer
to legal penalties and consequences.

9. INDEMNIFICATION.

Buyer agrees to defend, indemnify and hold harmless Revcontent and its
Affiliates and their respective directors, officers, employees and agents
from and against any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees, even if incident to any appeals)
(collectively "Losses") incurred as a result of any claim,
judgment or proceeding relating to or arising out of: (a) Buyer's breach of
the Agreement; (b) the content of the Content Recommendations and any and
all claims made therein; or (c) the products, services or content linked to
from the Content Recommendations. Revcontent agrees to defend, indemnify
and hold harmless Buyer from and against any and all Losses incurred as a
result of a claim, judgment or proceeding relating to or arising out of
Revcontent's breach of the Agreement.

If any action is brought against either party (the "Indemnified
Party") in respect to any allegation for which indemnity may be sought
from the other party ("Indemnifying Party"), the Indemnified
Party will promptly notify the Indemnifying Party of any such claim of
which it becomes aware, except that failure to provide such notice shall
not excuse the Indemnifying Party's indemnification obligations under this
Section 9 unless such failure materially prejudices the Indemnifying Party.
The Indemnified Party shall permit the Indemnifying Party to assume control
over the defense of such claim, with counsel chosen by the Indemnifying
Party that is reasonably acceptable to the Indemnified Party, provided
however, that the Indemnified Party shall control the defense of any such
claim that, in the reasonable opinion of such Indemnified Party, could have
a material and adverse effect on the business, operations, assets or
prospects of such Indemnified Party, and the reasonable costs and expenses
thereof shall be included as part of the indemnification obligations of the
Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to
any judgment or enter into any settlement that adversely affects the
Indemnified Party's rights or interests without the prior written consent
of the Indemnified Party.

10. REVCONTENT AND BUYER'S RIGHTS.

Revcontent owns all right, title and interest, including without
limitation all Intellectual Property Rights (as defined below), in and to
the Program (including Revcontent's ad serving technology, search
technology, referral technology, marketing technology, marketing
strategies, code, programming, strategies, and features, including implied
licenses, and excluding items licensed by Revcontent from third parties and
excluding any third party media player that may comprise the Program or its
Services), and that You will not acquire any right, title, or interest in
or to the Program except as expressly set forth in this Agreement. You will
not modify, adapt, translate, prepare derivative works from, decompile,
reverse engineer, disassemble or otherwise attempt to derive source code
from the Program, or create or attempt to create a substitute or similar
service or product through use of or access to the Program or proprietary
information related thereto. You will not remove, obscure, or alter
Revcontent's copyright notice, features, trademarks, symbols, or other
proprietary rights notices affixed to or contained within any Revcontent
services, software, or documentation (including without limitation the
display of any Revcontent or third party Content Recommendations).
"Intellectual Property Rights" means any and all rights existing
from time to time under patent law, copyright law, trademark law,
international treaty, semiconductor chip protection law, moral rights law,
trade secret law, trademark law, unfair competition law, publicity rights
law, privacy rights law, and any and all other proprietary rights, as well
as, any and all applications, renewals, extensions, restorations and
reinstatements thereof, now or hereafter in force and effect
worldwide.

In the event it is necessary to integrate Buyer's API, Buyer grants to
Revcontent a non-exclusive, non-transferable, revocable right and license,
without the right to sublicense, to use the API for the sole purpose of the
API Integration. Revcontent will not transfer or disclose, in whole or in
part, access to any API, or any proprietary specifications, to any third
party. The API provided to Revcontent under this Agreement is owned by
Buyer, and/or its third party suppliers and licensors. This license confers
no title or ownership in such materials and is not a sale of any rights to
such materials. Buyer reserves all intellectual property rights with
respect to the API not expressly granted to IP hereunder.

11. INFORMATION AND DATA.

Notwithstanding anything to the contrary contained in this Agreement,
Revcontent shall have the right to use and disclose data transmitted
through or otherwise derived from Your use of the Program at its discretion
: (i) to perform its obligations under this Agreement, (ii) to operate the
Program, including providing reporting to Publishers, (iii) to disclose
campaign statistics and performance reporting about purchases made through
the Program, (iv) for analytical and modeling purposes, (v) as required by
court order, law or governmental or regulatory agency, (vi) for
forecasting, internal business operations and to improve its product
offerings, or (vii) as otherwise permitted by You. In addition, You grant
Revcontent the right to access, index and cache all data, Content
Recommendations, Creative, information, or any portion thereof, including
by automated means including Web spiders or crawlers.

Buyer understands that the Program collects aggregated and
non-personally identifiable data relating to users use of the Program,
including, but not limited to, non-personally identifiable information
provided by users in response to Content Recommendations ("Derivative
Data"). Derivative Data, including all modifications thereto, is and
shall be the sole and exclusive property of Revcontent. Subject to
compliance with the terms of this Agreement, Revcontent hereby grants to
Buyer the right to access Derivative Data solely for the purposes
contemplated by this Agreement, specifically the purchase of Publisher
Media through Revcontent. Revcontent shall have the right to use Derivative
Data to improve the Program; develop new products, Platforms and features;
understand usage; and generally for any purpose related to Revcontent's
business without further obligation to Buyer. Revcontent may transfer or
assign any of its rights in the Derivative Data to any third party.

12. DISCLAIMER AND LIMITATION OF LIABILITY.

IN NO EVENT SHALL REVCONTENT BE LIABLE TO YOU OR ANY THIRD PARTY
(INCLUDING, WITHOUT LIMITATION, ANY PERSONS OBTAINED THROUGH YOUR MARKETING
EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE
REVCONTENT NETWORK, THE PROGRAM, THE ADS, BUYERS' UNDERLYING PRODUCTS
AND/OR SERVICES OR YOUR DISPLAY OF ANY AD, CONTENT, OR CREATIVE ON OR
THROUGH A PUBLISHER, PARTNERS, OR AFFILIATE WEBSITE(S) AND/OR PROPERTY(IES)
INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE
AND/OR CONSEQUENTIAL DAMAGES, EVEN IF REVCONTENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. REVCONTENT'S MAXIMUM AGGREGATE LIABILITY TO
BUYER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE
HUNDRED DOLLARS ($300). BUYER AND REVCONTENT SPECIFICALLY STATE AND AGREE
THAT THE FOREGOING DAMAGES LIMITATION IS REASONABLE AND ENFORCEABLE.
REGARDLESS OF ANY LAW TO THE CONTRARY, BUYER SHALL HAVE NO RIGHT OF ACTION,
AND WAIVES ITS RIGHT TO BRING A SUIT, CLAIM, OR PROCEEDING AGAINST
REVCONTENT MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM
AROSE. BUYER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS
FAIR AND REASONABLE. THE REVCONTENT NETWORK, CODE, SCRIPT, PROGRAM,
AFFILIATE PARTNER AND PUBLISHER SITES, AD SERVING, AND THE SERVICES OF THE
PROGRAM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING,
WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR
PURPOSE). THE REVCONTENT NETWORK, THE PROGRAM, CODE, SCRIPT, AND/OR
PUBLISHER'S PARTNER'S AND AFFILIATES UNDERLYING SITES AND SERVICES MAY
CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. REVCONTENT HAS NO
LIABILITY, WHATSOEVER, TO BUYER, PRINCIPAL, OR ANY THIRD PARTY, FOR BUYER'S
USE OF, OR INABILITY TO USE, THE REVCONTENT NETWORK, THE PROGRAM, AND/OR
THE SERVICE AND DELIVERY OF THE ADS, AND/OR PUBLISHER'S PARTNER'S AND
AFFILIATES UNDERLYING SITES OR SERVICES AND REVCONTENT DISCLAIMS ANY AND
ALL WARRANTIES, EXPRESS AND IMPLIED, THAT BUYER'S USE OF SAME WILL BE
UNINTERRUPTED OR ERROR-FREE OR THAT THE PROGRAM OR ANY OF THE SERVICES WILL
BE AVAILABLE TO BUYER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A
FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN REVCONTENT AND
BUYER. THE REVCONTENT NETWORK, THE PROGRAM, THE SERVICE AND DELIVERY OF
ADS, AND/OR PUBLISHER'S PARTNER'S AND/OR AFFILIATES UNDERLYING SITES AND
SERVICES WOULD NOT BE PROVIDED TO BUYER WITHOUT SUCH LIMITATIONS.
REVCONTENT MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS
OBTAINABLE THROUGH THE REVCONTENT NETWORK, THE PROGRAM, AND/OR THE SERVICE
AND DELIVERY OF THE ADS, AND/OR PUBLISHER'S PARTNER'S AND AFFILIATES
UNDERLYING SITES OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY BUYER FROM REVCONTENT AND/OR ANY PUBLISHER, PARTNER,
AND/OR AFFILIATE BY AND THROUGH THE REVCONTENT NETWORK, AND/OR THE PROGRAM
SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY
STATED IN THE AGREEMENT.

13. ASSIGNMENT.

Revcontent may assign the Agreement, or any portion thereof, at its sole
discretion. You may not assign, transfer or delegate any of Your rights
under the Agreement without the prior written consent of Revcontent, which
may be withheld for any reason, and any attempts to do so shall be null and
void. Further, any such attempts may result in Revcontent, at its sole
discretion, immediately terminating the Agreement and/or Your participation
in any Program, without any liability to Revcontent. The Agreement will be
binding on, inure to the benefit of and be enforceable against, the
Parties' successors and assigns.

14. SEVERABILITY WAIVER.

If any provision of the Agreement is held to be invalid, illegal or
unenforceable for any reason, such invalidity, illegality or
unenforceability shall not affect any other provisions of the Agreement,
and the Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein. No waiver of any
breach of any provision of the Agreement shall constitute a waiver of any
prior, concurrent or subsequent breach of the same or any other provisions
hereof, and no waiver shall be effective unless made in writing and signed
by an authorized representative of the waiving Party.

15. MODIFICATION.

The Agreement represents the complete and entire expression of the
agreement between the Parties, and shall supersede any and all other
agreements, whether written or oral, between the Parties. Other than as set
forth herein, the Agreement may be amended only by a written agreement
executed by an authorized representative of each Party. To the extent that
anything in or associated with the Revcontent Network, the Program, or the
terms are in conflict or inconsistent with the Agreement, the Agreement
shall take precedence.

16. CONFIDENTIALITY.

"Confidential Information" means any information disclosed to
You by Revcontent, either directly or indirectly, in writing, orally or by
inspection of tangible objects, other than information that You can
establish: (a) was publicly known and made generally available in the
public domain prior to the time of disclosure to You by Revcontent; (b)
becomes publicly known and made generally available after disclosure to You
by Revcontent other than through Your action or inaction; and/or (c) is in
Your possession, without confidentiality restrictions, at the time of
disclosure by Revcontent as shown by Your files and records prior to the
time of disclosure. Revcontent's Program rates are considered "Confidential
Information." You shall not at any time: (i) disclose, sell, license,
transfer or otherwise make available to any person or entity any
Confidential Information; (ii) use any Confidential information; and/or
(iii) reproduce or otherwise copy any Confidential Information, except as
necessary in connection with the purpose for which such Confidential
Information is disclosed to You or as required by applicable law. You agree
to take all reasonable measures to protect the secrecy of and avoid
disclosure and unauthorized use of the Confidential Information. All
Confidential Information shall at all times remain Revcontent's
personal property and all documents, electronic media and other tangible
items containing or relating to any Confidential Information shall be
delivered to Revcontent immediately upon Revcontent's request.

17. FORCE MAJEURE.

Revcontent shall not be liable to Buyer by reason of failure or delay in
the performance of its obligations hereunder on account of
telecommunications, Internet or network failure or interruption, results of
computer hacking, Acts of God, fires, storms, war, governmental action,
labor conditions, earthquakes, natural disasters or any other cause which
is beyond the reasonable control of such Revcontent.

18. MISCELLANEOUS.

You may not use any device, software or routine to interfere or attempt
to interfere with the proper working of the delivery system, Revcontent
Network, and/or the Program. You may not take any action that imposes an
unreasonable or disproportionately large load on the Revcontent
infrastructure. You agree that any unauthorized and/or unlawful use of the
Revcontent Network, the Program, Service, and/or Code will result in
irreparable injury to Revcontent for which monetary damages would be
inadequate. In such event, Revcontent shall have the right, in addition to
any and all other remedies granted or available to it under this Agreement
and/or by operation of law, to immediate injunctive relief against You
without the requirement to post a bond. THE AGREEMENT MUST BE CONSTRUED AS
IF BOTH PARTIES JOINTLY WROTE IT.

19. RELATIONSHIP.

Each Party is an independent contractor and not a partner, joint
venturer or employee of the other. Neither Party shall have the right to
bind the other or to incur any obligation on the other's behalf.

20. NOTICES.

All notices shall be sent to the address submitted by You when You sign
up for the Service and, if to Revcontent, to the address listed in the
Contact section of the Revcontent Network.

21. BINDING ARBITRATION.

Any controversy or claim arising out of or relating to this Agreement or
the relationship resulting in or from this Agreement shall be settled
through binding arbitration in accordance with the Expedited Commercial
Arbitration Rules of The American Arbitration Association, 140 West 51st
Street, New York, New York 10020-1203. Any award rendered by the
arbitrator(s) shall be entered as a judgment or order and may be confirmed
or enforced by either party in any state or federal court having competent
jurisdiction thereof. If either party brings or appeals any judicial action
to vacate or modify any award rendered pursuant to arbitration or opposes
the confirmation of such award and the party bringing or appealing such
action or opposing confirmation of such award does not prevail, such party
will pay all of the costs and expenses (including without limitation, court
costs, arbitrators' fees and expenses and reasonable attorneys' fees)
incurred by the other party in defending such action. Additionally, if
either party brings any action for judicial relief in the first instance
without first pursuing arbitration prior thereto, the party bringing such
action for judicial relief will be liable for and will immediately pay to
the other party all of the others party's costs and expenses (including
without limitation, court costs and attorneys' fees) to stay or dismiss
such judicial action and/or remove it to arbitration. The failure of either
party to exercise any rights granted hereunder will not operate as a waiver
of those rights. The arbitrators will not be empowered to award punitive
damages. The consent of the parties to arbitrate their disputes shall
survive termination of this Agreement. If this Agreement is found to not be
subject to arbitration, each party herein consents, agrees, and
affirmatively waives any right to a jury trial in any proceeding. The
parties consent and agree that jurisdiction and venue shall be in within
the Middle District of Florida, Sarasota County Florida.